Mutual Acknowledgments. Both the Company and Indemnitee acknowledge that, in certain instances, applicable law (including applicable federal law that may preempt or override applicable state law) or public policy may prohibit the Company from indemnifying the directors, officers, employees, agents or fiduciaries of the Company under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge that the U.S. Securities and Exchange Commission has taken the position that indemnification of directors, officers and controlling Persons of the Company for liabilities arising under federal securities laws is against public policy and, therefore, unenforceable. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee. In addition, the Company and Indemnitee acknowledge that federal law prohibits indemnifications for certain violations of the Employee Retirement Income Security Act of 1974, as amended.
Mutual Acknowledgments. Both the Partnership and Indemnitee acknowledge that in certain instances, applicable law (including applicable federal law that may preempt or override applicable state law) or public policy may prohibit the Partnership from indemnifying the directors, officers, employees, agents or fiduciaries of the General Partner under this Agreement or otherwise. For example, the Partnership and Indemnitee acknowledge that the U.S. Securities and Exchange Commission has taken the position that indemnification of directors, officers and controlling Persons of the Partnership for liabilities arising under federal securities laws is against public policy and, therefore, unenforceable. Indemnitee understands and acknowledges that the Partnership has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Partnership’s right under public policy to indemnify Indemnitee. In addition, the Partnership and Indemnitee acknowledge that federal law prohibits indemnifications for certain violations of the Employee Retirement Income Security Act of 1974, as amended.
Mutual Acknowledgments. Both the Corporation and Indemnitee acknowledge that in certain instances, applicable law (including applicable federal law that may
Mutual Acknowledgments. EUTA acknowledges that, as of the date hereof, it has no reason to believe that persons holding outstanding shares of EUTA Common Stock will not be able to resell such shares pursuant to Rule 144 of the Securities Act (assuming full compliance with the provisions of such rule) after the Closing. Based solely on its review of the EUTA SEC Documents and the representations and warranties made by EUTA herein, and assuming the truth, accuracy and completeness thereof, Ironclad acknowledges that, as of the date hereof, it has no reason to believe that persons holding outstanding shares of EUTA Common Stock will not be able to resell such shares pursuant to Rule 144 of the Securities Act (assuming full compliance with the provisions of such rule) after the Closing.
Mutual Acknowledgments. In executing this Agreement, the Stockholders have acted in their capacities as owners of the Company, and not with the purpose or effect of changing or influencing the control of DKI, nor in connection with or as a participant in any transaction having such purpose or effect (other than pursuant to a transaction approved by the Board of Directors of DKI). The parties agree that the Stockholders have reserved all of their respective rights with respect to, and have no agreement, arrangement or understanding with Purchaser relating to, any shares of DKI. Without limiting the generality of the foregoing, the Stockholders shall be free, subject to applicable securities laws, to acquire or dispose of any additional shares of common stock of DKI in their sole discretion.
Mutual Acknowledgments. 7.5.1 The Parties acknowledge that statement number 01-1953/5 dated 3 February 2005 of the Telecommunications Agency confirms that the rule book approved by the Telecommunications Agency on 13 December 2004, pursuant to its resolution number 01-1953/4 dated 13 December 2004, which established the tariff rebalancing for 2005 through 2007 and the suggested methodology for tariff rebalancing between 2008 and 2010, will not be changed.
Mutual Acknowledgments. Both the Company and Indemnitee acknowledge that in certain instances, Federal law or public policy may override applicable state law and prohibit the Company from indemnifying its officers and directors under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge that the Securities and Exchange Commission (the “SEC”) has taken the position that indemnification is not permissible for liabilities arising under certain Federal securities laws and Federal legislation prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Company has undertaken with the SEC to submit the question of indemnification of the Company’s right under public policy to indemnify Indemnitee.
Mutual Acknowledgments. The NT Government and SA Government mutually acknowledge:
